-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0oKcYOjy7bCw6yD77sossAnm7+UUdyY6YSsCw8d31R94fXByQDeCbwn5+e3RUav vzuGAy79iekkRWS/ZHS+CQ== 0001047469-98-022888.txt : 19980605 0001047469-98-022888.hdr.sgml : 19980605 ACCESSION NUMBER: 0001047469-98-022888 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980604 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN PACIFIC PARTNERS L P CENTRAL INDEX KEY: 0000930735 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 931161833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-24976 FILM NUMBER: 98642278 BUSINESS ADDRESS: STREET 1: 121 S W MORRISON ST STE 1500 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032742300 MAIL ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1500 CITY: PORTLAND STATE: OR ZIP: 97204 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A-1 ------------------- [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-24976 CROWN PACIFIC PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 93-1161833 (State or other jurisdiction of (I.R.S. Employer incorporation Identification No.) or organization) 121 SW MORRISON STREET, SUITE 1500, PORTLAND, 97204 OREGON (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 503-274-2300 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- COMMON UNITS, REPRESENTING LIMITED NEW YORK STOCK EXCHANGE PARTNER INTERESTS Securities registered pursuant to Section 12(g) of the Act: NONE -------------------------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [X] The aggregate market value of the voting Units of the Registrant held by non-affiliates of the Registrant was $550,881,502 as of January 30, 1998 based upon the last sales price as reported by the New York Stock Exchange. As of January 30, 1998 there were 21,541,189 Common Units and 5,773,088 Subordinated Units outstanding. -------------------------------- Documents Incorporated by Reference NONE. ITEM 6. SELECTED FINANCIAL DATA
1994 Partnership 1993 IN MILLIONS, EXCEPT PER UNIT 1997 1996 1995 and Former Former AMOUNTS Partnership Partnership Partnership Entities (10) Entities - -------------------------------------------- ------------- ----------- ----------- ---------------- ----------- INCOME STATEMENT DATA Revenues (1) 505.6 $401.6 $383.4 $397.3 $220.6 Depreciation, depletion and amortization (2 and 4) 47.6 39.8 35.0 40.9 31.2 Operating income (2 and 3) 68.4 61.0 48.2 47.3 58.8 Income before extraordinary item (2 and 3) 27.7 20.5 17.3 19.7 38.9 Income per Unit before extraordinary item (2 and 3) 1.01 0.94 0.94 1.07 N/A Extraordinary item - loss on debt extinguishment (4) - - - (16.2) - Net income (2, 3 and 4) 27.7 20.5 17.3 3.6 38.9 Net income per Unit (2, 3, 4 and 11) $1.01 $0.94 $0.94 $0.19 N/A Cash distribution per Unit (4 and 5) $2.152 $2.096 $2.040 $0.055 N/A CASH FLOW AND OTHER DATA EBITDDA (6) 114.4 $99.2 $83.3 $87.0 $85.9 Additions to timber and timberlands (7) 189.0 227.6 31.2 15.8 11.2 Additions to equipment 11.6 14.7 10.4 14.8 1.9 Cash flow from operating activities 64.7 65.1 21.9 57.5 59.7 BALANCE SHEET DATA Working capital $75.2 $65.2 $66.7 $51.7 $2.3 Total assets (7) 839.1 675.8 476.5 461.5 738.4 Long-term debt (7) 574.5 392.0 326.0 300.0 480.4 Partners' Capital (8) 208.2 240.0 107.1 119.4 98.6 OPERATING DATA (UNAUDITED) Fee timber harvest (MMBF) 332 297 202 215 152 External log sourcing (MMBF) (9) 210 191 251 269 106 Lumber production (MMBF) (9) 385 333 390 421 199 Plywood production (MMSF 3/8" basis) (9) N/A 76 113 142 45
1 Footnotes for Item 6. Selected Financial Data: (1) Included in revenues are revenues from closed or sold operations. Total revenues from these operations were $13.9 million in 1997, $68.7 million in 1996, $107.8 million in 1995, $135.7 million in 1994 and $46.9 million in 1993. (2) See effect of update of timber inventory system in Note 4 of Notes to Consolidated Financial Statements. (3) See effect of LIFO liquidation in Note 2 of Notes to Consolidated Financial Statements. (4) In conjunction with the 1994 refinancing of the former entities' (Crown Pacific Limited Partnership, Crown Pacific Inland Limited Partnership, Crown Pacific, Ltd., Crescent Creek Logging, Inc., and Crown Pacific Leasing Limited Partnership) borrowings, $16.2 million, or $0.88 per Unit on a pro forma basis, of deferred debt issuance costs were written off as an extraordinary charge. (5) Amount in 1994 represents distributions for the Partnership's 10-day period ended December 31, 1994. (6) EBITDDA is defined as net income before interest, amortization of debt issuance costs, income taxes, depreciation, depletion and amortization and extraordinary items. EBITDDA is provided because management believes EBITDDA provides useful information for evaluating the Partnership's ability to service debt and support its future cash distributions to Unitholders. EBITDDA should not be construed as an alternative to operating income, as an indicator of the Partnership's operating performance, as an alternative to cash flows from operating activities or as a measure of liquidity. (7) See 1997 acquisition of Trillium timberlands and 1996 acquisition of Cavenham timberlands in Note 4 of Notes to Consolidated Financial Statements. Included in total assets and long-term debt at December 31, 1993 was $220 million related to the purchase of certain timberlands in 1989. The Former Entities issued twenty-two $10 million installment notes to the seller secured by unconditional letters of credit. The deposited funds were restricted such that they could only be used to repay the notes. As a result, both the assets and liabilities remained on the Former Entities' balance sheet. (8) See effects of the Partnership's public offerings at Note 6 of Notes to Consolidated Financial Statements. (9) See Note 3 of Notes to Consolidated Financial Statements related to closures of mill and plywood facilities. (10) Certain of the 1994 information relates to combination of the Former Entities and the Partnership. (11) Per Unit amounts in 1994 are on a pro-forma basis for the entire year. See Note 1 of Notes to Consolidated Financial Statements for discussion of the implementation of Financial Accounting Standards No 128, "Earnings per Share." 2 SIGNATURES Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CROWN PACIFIC PARTNERS, L.P. (Registrant) By: Crown Pacific Management Limited Partnership, as Managing General Partner By: /s/ Peter W. Stott ------------------ Peter W. Stott President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the behalf of the registrant and, in the capacities indicated on June 4, 1998, on behalf of, as applicable, Crown Pacific Management, L.P., the Registrant's Managing General Partner. By: /s/ Robert Jaunich II Chairman of the Board of Control -------------------------- Robert Jaunich II By: /s/ Peter W. Stott President and Chief Executive -------------------------- Officer & Member, Board of Control, Peter W. Stott Executive Committee, Crown Pacific Management, L.P. (Principal Executive Officer) By: /s/ Richard D. Synder Vice President & Chief Financial Officer -------------------------- Crown Pacific Management, L.P. Richard D. Snyder (Principal Financial and Accounting Officer) By: /s/ Charles E. Carlbom Member, Board of Control, -------------------------- Audit Committee Charles E. Carlbom By: /s/ John W. Larson Member, Board of Control, -------------------------- Audit Committee John W. Larson By: /s/ Christopher G. Mumford Member, Board of Control, -------------------------- Audit Committee Christopher G. Mumford 3 -----END PRIVACY-ENHANCED MESSAGE-----